Real Estate and Lease Intangibles |
REAL ESTATE AND LEASE INTANGIBLES
All of our properties are wholly-owned on a fee-simple basis. The following table provides certain summary information about our 58 farms as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Location |
|
Date Acquired |
|
No. of Farms |
|
Total Acres |
|
Farm Acres |
|
Lease Expiration Date |
|
Net Cost Basis(1)
|
|
Encumbrances(2)
|
|
San Andreas |
|
Watsonville, CA |
|
6/16/1997 |
|
1 |
|
307 |
|
238 |
|
12/31/2020 |
|
$ |
4,747,051 |
|
|
$ |
6,917,247 |
|
|
West Gonzales |
|
Oxnard, CA |
|
9/15/1998 |
|
1 |
|
653 |
|
502 |
|
6/30/2020 |
|
12,030,677 |
|
|
26,956,919 |
|
|
West Beach |
|
Watsonville, CA |
|
1/3/2011 |
|
3 |
|
196 |
|
195 |
|
12/31/2023 |
|
9,270,197 |
|
|
6,032,246 |
|
|
Dalton Lane |
|
Watsonville, CA |
|
7/7/2011 |
|
1 |
|
72 |
|
70 |
|
10/31/2020 |
|
2,672,113 |
|
|
2,085,347 |
|
|
Keysville Road |
|
Plant City, FL |
|
10/26/2011 |
|
2 |
|
61 |
|
56 |
|
6/30/2020 |
|
1,239,052 |
|
|
897,600 |
|
|
Colding Loop |
|
Wimauma, FL |
|
8/9/2012 |
|
1 |
|
219 |
|
181 |
|
8/4/2017 |
|
3,837,942 |
|
|
2,640,000 |
|
|
Trapnell Road |
|
Plant City, FL |
|
9/12/2012 |
|
3 |
|
124 |
|
110 |
|
6/30/2017 |
(3) |
3,808,117 |
|
|
2,389,500 |
|
|
38th Avenue |
|
Covert, MI |
|
4/5/2013 |
|
1 |
|
119 |
|
89 |
|
4/4/2020 |
|
1,236,907 |
|
|
543,207 |
|
|
Sequoia Street |
|
Brooks, OR |
|
5/31/2013 |
|
1 |
|
218 |
|
206 |
|
5/31/2028 |
|
3,073,737 |
|
|
1,705,915 |
|
|
Natividad Road |
|
Salinas, CA |
|
10/21/2013 |
|
1 |
|
166 |
|
166 |
|
10/31/2024 |
|
8,914,338 |
|
|
4,323,279 |
|
|
20th Avenue |
|
South Haven, MI |
|
11/5/2013 |
|
3 |
|
151 |
|
94 |
|
11/4/2018 |
|
1,813,535 |
|
|
914,501 |
|
|
Broadway Road |
|
Moorpark, CA |
|
12/16/2013 |
|
1 |
|
60 |
|
46 |
|
12/15/2023 |
|
2,870,878 |
|
|
1,698,795 |
|
|
Oregon Trail |
|
Echo, OR |
|
12/27/2013 |
|
1 |
|
1,895 |
|
1,640 |
|
12/31/2023 |
|
13,972,826 |
|
|
8,137,938 |
|
|
East Shelton |
|
Willcox, AZ |
|
12/27/2013 |
|
1 |
|
1,761 |
|
1,320 |
|
2/29/2024 |
|
7,681,498 |
|
|
4,236,814 |
|
|
Collins Road |
|
Clatskanie, OR |
|
5/30/2014 |
|
2 |
|
200 |
|
157 |
|
9/30/2024 |
|
2,314,502 |
|
|
1,556,381 |
|
|
Spring Valley |
|
Watsonville, CA |
|
6/13/2014 |
|
1 |
|
145 |
|
110 |
|
9/30/2022 |
|
5,716,822 |
|
|
3,522,201 |
|
|
McIntosh Road |
|
Dover, FL |
|
6/20/2014 |
|
2 |
|
94 |
|
78 |
|
6/30/2017 |
(4) |
2,428,657 |
|
|
1,439,640 |
|
|
Naumann Road |
|
Oxnard, CA |
|
7/23/2014 |
|
1 |
|
68 |
|
66 |
|
7/31/2017 |
|
6,752,465 |
|
|
3,524,744 |
|
|
Sycamore Road |
|
Arvin, CA |
|
7/25/2014 |
|
1 |
|
326 |
|
322 |
|
10/31/2024 |
|
6,810,009 |
|
|
3,933,167 |
|
|
Wauchula Road |
|
Duette, FL |
|
9/29/2014 |
|
1 |
|
808 |
|
590 |
|
9/30/2024 |
|
13,318,605 |
|
|
7,329,863 |
|
|
Santa Clara Avenue |
|
Oxnard, CA |
|
10/29/2014 |
|
2 |
|
333 |
|
331 |
|
7/31/2017 |
|
24,099,573 |
|
|
13,732,770 |
|
|
Dufau Road |
|
Oxnard, CA |
|
11/4/2014 |
|
1 |
|
65 |
|
64 |
|
11/3/2017 |
|
6,001,644 |
|
|
3,675,000 |
|
|
Espinosa Road |
|
Salinas, CA |
|
1/5/2015 |
|
1 |
|
331 |
|
329 |
|
10/31/2020 |
|
16,062,427 |
|
|
10,178,000 |
|
|
Parrish Road |
|
Duette, FL |
|
3/10/2015 |
|
1 |
|
419 |
|
412 |
|
6/30/2025 |
|
4,094,292 |
|
|
2,374,680 |
|
|
Immokalee Exchange |
|
Immokalee, FL |
|
6/25/2015 |
|
2 |
|
2,678 |
|
1,644 |
|
6/30/2020 |
|
15,408,261 |
|
|
9,360,000 |
|
|
Holt County |
|
Stuart, NE |
|
8/20/2015 |
|
1 |
|
1,276 |
|
1,052 |
|
12/31/2018 |
|
5,404,736 |
|
|
3,301,000 |
|
|
Rock County |
|
Bassett, NE |
|
8/20/2015 |
|
1 |
|
1,283 |
|
1,049 |
|
12/31/2018 |
|
5,384,329 |
|
|
3,301,000 |
|
|
Bear Mountain |
|
Arvin, CA |
|
9/3/2015 |
|
3 |
|
854 |
|
841 |
|
1/9/2031 |
|
26,837,231 |
|
|
11,279,182 |
|
|
Corbitt Road |
|
Immokalee, FL |
|
11/2/2015 |
|
1 |
|
691 |
|
390 |
|
12/31/2021 |
|
3,733,152 |
|
|
2,165,760 |
|
|
Reagan Road |
|
Willcox, AZ |
|
12/22/2015 |
|
1 |
|
1,239 |
|
875 |
|
12/31/2025 |
|
5,717,113 |
|
|
3,210,000 |
|
|
Gunbarrel Road |
|
Alamosa, CO |
|
3/3/2016 |
|
3 |
|
6,191 |
|
4,730 |
|
2/28/2021 |
(5) |
24,704,494 |
|
|
15,303,500 |
|
|
Calaveras Avenue |
|
Coalinga, CA |
|
4/5/2016 |
|
1 |
|
453 |
|
435 |
|
10/31/2025 |
|
15,187,423 |
|
|
9,161,418 |
|
|
Orange Avenue |
|
Fort Pierce, FL |
|
7/1/2016 |
|
1 |
|
401 |
|
400 |
|
6/30/2023 |
|
5,088,923 |
|
|
3,072,602 |
|
|
Lithia Road |
|
Lithia, FL |
|
8/11/2016 |
|
1 |
|
72 |
|
55 |
|
5/31/2021 |
|
1,694,521 |
|
|
1,020,000 |
|
|
Baca County |
|
Edler, CO |
|
9/1/2016 |
|
5 |
|
7,384 |
|
6,785 |
|
12/31/2020 |
|
6,381,955 |
|
|
3,051,727 |
|
|
Diego Ranch |
|
Stanislaus, CA |
|
9/14/2016 |
|
1 |
|
1,357 |
|
1,309 |
|
11/15/2019 |
|
13,999,584 |
|
|
7,273,282 |
|
|
Nevada Ranch |
|
Merced, CA |
|
9/14/2016 |
|
1 |
|
1,130 |
|
1,021 |
|
11/15/2019 |
|
13,234,157 |
|
|
6,713,799 |
|
|
Central Avenue |
|
Kerman, CA |
|
10/13/2016 |
|
1 |
|
197 |
|
195 |
|
10/31/2026 |
|
6,491,229 |
|
|
3,900,000 |
|
|
Horse Creek |
|
Baca, CO |
|
12/28/2016 |
|
1 |
|
16,595 |
|
11,742 |
|
12/31/2020 |
|
11,711,818 |
|
|
5,900,005 |
|
|
|
|
|
|
|
|
58 |
|
50,592 |
|
39,895 |
|
|
|
$ |
325,746,790 |
|
|
$ |
208,759,029 |
|
|
|
|
(1) |
Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Includes Investments in real estate, net and Lease intangibles, net; plus net above-market lease values included in Other assets; and less net below-market lease values, deferred revenue and unamortized tenant improvements included in Other liabilities, each as shown on the accompanying Consolidated Balance Sheet. |
|
|
(2) |
Excludes approximately $1.4 million of deferred financing costs related to mortgage notes and bonds payable included in Mortgage notes and bonds payable, net on the accompanying Consolidated Balance Sheet.
|
|
|
(3) |
There are three agricultural leases and one commercial lease on this property. Each of the agricultural leases expires on June 30, 2017, and the commercial lease expires on June 30, 2018.
|
|
|
(4) |
There are two leases in place on this property, one expiring on June 30, 2017, and the other expiring on June 30, 2019.
|
|
|
(5) |
The lease agreement on this property includes two terms. The rental period for the land expires on February 28, 2021, and the rental period for the facilities expires on June 30, 2021.
|
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
Real estate: |
|
|
|
|
Land and land improvements |
|
$ |
265,984,509 |
|
|
$ |
192,020,381 |
|
Irrigation systems |
|
33,968,693 |
|
|
21,849,508 |
|
Buildings and improvements |
|
14,670,759 |
|
|
11,184,647 |
|
Horticulture |
|
17,759,193 |
|
|
1,490,695 |
|
Other site improvements |
|
4,993,440 |
|
|
1,872,606 |
|
Real estate, at cost |
|
337,376,594 |
|
|
228,417,837 |
|
Accumulated depreciation |
|
(11,065,973 |
) |
|
(6,634,412 |
) |
Real estate, net |
|
$ |
326,310,621 |
|
|
$ |
221,783,425 |
|
Real estate depreciation expense on these tangible assets was $4,445,756, $2,271,766 and $1,384,960 for the years ended December 31, 2016, 2015 and 2014, respectively.
Included in the figures above are amounts related to improvements on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of December 31, 2016, and 2015, we recorded tenant improvements, net of accumulated depreciation, of $1,845,427 and $1,183,020, respectively. We recorded both depreciation expense and additional rental revenue related to these tenant improvements of $146,782, $62,229 and $56,760 during the years ended December 31, 2016, 2015 and 2014, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying value of lease intangibles and the accumulated amortization for each intangible asset or liability class as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
Lease intangibles: |
|
|
|
|
In-place leases |
|
$ |
1,480,842 |
|
|
$ |
1,225,955 |
|
Leasing costs |
|
1,086,582 |
|
|
677,112 |
|
Tenant relationships |
|
705,955 |
|
|
886,743 |
|
Lease intangibles, at cost |
|
3,273,379 |
|
|
2,789,810 |
|
Accumulated amortization |
|
(1,273,606 |
) |
|
(1,026,269 |
) |
Lease intangibles, net |
|
$ |
1,999,773 |
|
|
$ |
1,763,541 |
|
Total amortization expense related to these lease intangible assets, including amounts charged to amortization expense due to early lease terminations, was $741,493, $841,726 and $350,684 for the years ended December 31, 2016, 2015 and 2014, respectively. During the years ended December 31, 2016, 2015 and 2014, we charged $8,635, $20,255 and $43,328, respectively, to amortization expense due to early lease terminations.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets and Other liabilities, respectively, on the accompanying Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of December 31, 2016, and 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016 |
|
December 31, 2015 |
Intangible Asset or Liability |
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
Above-market lease values(1)
|
|
$ |
19,528 |
|
|
$ |
(14,050 |
) |
|
$ |
19,528 |
|
|
$ |
(7,540 |
) |
Below-market lease values and deferred revenue(2)
|
|
(785,045 |
) |
|
61,389 |
|
|
(202,579 |
) |
|
23,205 |
|
|
|
$ |
(765,517 |
) |
|
$ |
47,339 |
|
|
$ |
(183,051 |
) |
|
$ |
15,665 |
|
|
|
(1) |
Above-market lease values are included as part of Other assets in the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of rental income. |
|
|
(2) |
Below-market lease values and deferred revenue are included as a part of Other liabilities in the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to rental income. |
Total amortization related to above-market lease values and deferred revenue was $6,509, $16,934 and $9,027 for the years ended December 31, 2016, 2015 and 2014, respectively. Total accretion related to below-market lease values and deferred revenue was $38,184, $178,617 and $146,534 for the years ended December 31, 2016, 2015 and 2014, respectively.
The estimated aggregate amortization expense to be recorded related to in-place leases, leasing costs and tenant relationships and the estimated net impact on rental income from the amortization or accretion of above- and below-market lease values and deferred revenue for each of the five succeeding fiscal years and thereafter is as follows:
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Estimated
Amortization
Expense
|
|
Estimated Net
Increase to
Rental Income
|
For the fiscal years ending December 31: |
2017 |
|
$ |
492,153 |
|
|
$ |
58,294 |
|
|
2018 |
|
392,191 |
|
|
52,815 |
|
|
2019 |
|
354,790 |
|
|
58,294 |
|
|
2020 |
|
265,599 |
|
|
58,294 |
|
|
2021 |
|
100,113 |
|
|
57,193 |
|
|
Thereafter |
|
394,927 |
|
|
433,288 |
|
|
|
|
$ |
1,999,773 |
|
|
$ |
718,178 |
|
New Real Estate Activity
Until our adoption of ASU 2017-01, which clarified the definition of a business, certain acquisitions during the periods presented were accounted for as business combinations in accordance with ASC 805, as there was a prior leasing history on the property. As such, the fair value of all assets acquired and liabilities assumed were determined in accordance with ASC 805, and all acquisition-related costs were expensed as incurred, other than those costs directly related to reviewing or assigning leases that we assumed upon acquisition, which were capitalized as part of leasing costs. Upon our early adoption of ASU 2017-01, effective October 1, 2016, acquisitions with a prior leasing history will generally be treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs were capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired, other than those costs that directly related to originating new leases we executed upon acquisition, which were capitalized as part of leasing costs.
In addition, total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units. When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.
2016 New Real Estate Activity
During the year ended December 31, 2016, we acquired 15 new farms in nine separate transactions, which are summarized in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Property Location |
|
Acquisition Date |
|
Total Acreage |
|
No. of Farms |
|
Primary Crop(s) |
|
Lease Term |
|
Renewal Options |
|
Total Purchase Price |
|
Acquisition Costs |
|
Annualized Straight-line Rent(1)
|
|
New Long-term Debt Issued |
Gunbarrel Road (2)
|
|
Alamosa, CO |
|
3/3/2016 |
|
6,191 |
|
3 |
|
Organic Potatoes |
|
5 years |
|
1 (5 years) |
|
$ |
25,735,815 |
|
|
$ |
119,085 |
|
(3) |
$ |
1,590,614 |
|
|
$ |
15,531,000 |
|
Calaveras Avenue |
|
Coalinga, CA |
|
4/5/2016 |
|
453 |
|
1 |
|
Pistachios |
|
10 years |
|
1 (5 years) |
|
15,470,000 |
|
|
38,501 |
|
(4) |
773,500 |
|
(5) |
9,282,000 |
|
Orange Avenue |
|
Fort Pierce, FL |
|
7/1/2016 |
|
401 |
|
1 |
|
Vegetables |
|
7 years |
|
2 (7 years) |
|
5,100,000 |
|
|
37,615 |
|
(4) |
291,173 |
|
|
3,120,000 |
|
Lithia Road |
|
Plant City, FL |
|
8/11/2016 |
|
72 |
|
1 |
|
Strawberries |
|
5 years |
|
None |
|
1,700,000 |
|
|
38,296 |
|
(3) |
97,303 |
|
|
1,020,000 |
|
Baca County(6)
|
|
Edler, CO |
|
9/1/2016 |
|
7,384 |
|
5 |
|
Grass Hay and Alfalfa |
|
4 years |
|
1 (5 years) |
|
6,322,853 |
|
|
72,558 |
|
(4) |
383,734 |
|
|
— |
|
Diego Ranch(7)
|
|
Stanislaus, CA |
|
9/14/2016 |
|
1,357 |
|
1 |
|
Almonds |
|
3 years |
|
3 (5 years) & 1 (3 years) |
|
13,996,606 |
|
|
63,909 |
|
(3) |
621,092 |
|
|
— |
|
Nevada Ranch |
|
Merced, CA |
|
9/14/2016 |
|
1,130 |
|
1 |
|
Almonds |
|
3 years |
|
3 (5 years) & 1 (3 years) |
|
13,231,832 |
|
|
41,650 |
|
(3) |
574,256 |
|
|
— |
|
Central Avenue |
|
Kerman, CA |
|
10/13/2016 |
|
197 |
|
1 |
|
Almonds |
|
10 years |
|
2 (5 years) |
|
6,500,000 |
|
|
29,284 |
|
(4) |
325,032 |
|
|
3,900,000 |
|
Horse Creek(8)
|
|
Baca, CO |
|
12/28/2016 |
|
16,595 |
|
1 |
|
Grass Hay and Alfalfa |
|
4 years |
|
1 (5 years) |
|
11,664,849 |
|
|
54,644 |
|
(4) |
716,967 |
|
|
— |
|
|
|
|
|
|
|
33,780 |
|
15 |
|
|
|
|
|
|
|
$ |
99,721,955 |
|
|
$ |
495,542 |
|
|
$ |
5,373,671 |
|
|
$ |
32,853,000 |
|
|
|
(1) |
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP. |
|
|
(2) |
As partial consideration for the acquisition of this property, we issued 745,879 OP Units, constituting an aggregate fair value of approximately $6.5 million as of the acquisition date. We incurred $25,500 of legal costs in connection with the issuance of these OP Units.
|
|
|
(3) |
Acquisition accounted for as a business combination under ASC 805. In aggregate, $9,520 of these costs related to direct leasing costs incurred in connection with these acquisitions.
|
|
|
(4) |
Acquisition accounted for as an asset acquisition under ASC 360. |
|
|
(5) |
Lease provides for a variable rent component based on the gross crop revenues earned on the property. The figure above represents only the minimum cash rents guaranteed under the lease. |
|
|
(6) |
As partial consideration for the acquisition of this property, we issued 125,677 Units, constituting an aggregate fair value of approximately $1.5 million as of the acquisition date. We incurred $8,235 of legal costs in connection with the issuance of these OP Units.
|
|
|
(7) |
As partial consideration for the acquisition of this property, we issued 343,750 OP Units, constituting an aggregate fair value of approximately $3.9 million as of the acquisition date. We incurred $21,710 of legal costs in connection with the issuance of these OP Units.
|
|
|
(8) |
As partial consideration for the acquisition of this property, we issued 233,952 OP Units, constituting an aggregate fair value of approximately $2.6 million as of the acquisition date. We incurred $7,675 of legal costs in connection with the issuance of these OP Units.
|
The preliminary allocation of the purchase price for the farms acquired during the year ended December 31, 2016, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Land and Land
Improvements
|
|
Buildings |
|
Irrigation
Systems
|
|
Other
Improvements
|
|
Horticulture |
|
In-place
Leases
|
|
Leasing
Costs
|
|
Above
(Below)-
Market
Leases
|
|
Total
Purchase
Price
|
Gunbarrel Road |
|
$ |
16,755,814 |
|
|
$ |
3,438,291 |
|
|
$ |
2,830,738 |
|
|
$ |
2,079,102 |
|
|
$ |
— |
|
|
$ |
381,977 |
|
|
$ |
249,893 |
|
|
$ |
— |
|
|
$ |
25,735,815 |
|
Calaveras Avenue |
|
3,615,436 |
|
|
— |
|
|
424,112 |
|
|
— |
|
|
11,430,452 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,470,000 |
|
Orange Avenue |
|
4,135,741 |
|
|
29,777 |
|
|
934,482 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,100,000 |
|
Lithia Road |
|
1,461,090 |
|
|
10,656 |
|
|
213,325 |
|
|
— |
|
|
— |
|
|
7,739 |
|
|
16,265 |
|
|
(9,075 |
) |
|
1,700,000 |
|
Baca County |
|
6,111,287 |
|
|
211,566 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6,322,853 |
|
Diego Ranch |
|
14,114,337 |
|
|
— |
|
|
45,465 |
|
|
— |
|
|
— |
|
|
58,445 |
|
|
94,806 |
|
|
(316,447 |
) |
|
13,996,606 |
|
Nevada Ranch |
|
12,844,650 |
|
|
— |
|
|
504,445 |
|
|
— |
|
|
— |
|
|
53,197 |
|
|
86,483 |
|
|
(256,943 |
) |
|
13,231,832 |
|
Central Avenue |
|
2,924,232 |
|
|
— |
|
|
138,237 |
|
|
— |
|
|
3,437,531 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,500,000 |
|
Horse Creek |
|
11,388,317 |
|
|
— |
|
|
108,027 |
|
|
168,505 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11,664,849 |
|
|
|
$ |
73,350,904 |
|
|
$ |
3,690,290 |
|
|
$ |
5,198,831 |
|
|
$ |
2,247,607 |
|
|
$ |
14,867,983 |
|
|
$ |
501,358 |
|
|
$ |
447,447 |
|
|
$ |
(582,465 |
) |
|
$ |
99,721,955 |
|
The allocations of the purchase prices for certain of the properties acquired during the year ended December 31, 2016, that were accounted for as business combinations are preliminary and may change during the measurement period if we obtain new information regarding the assets acquired or liabilities assumed at the acquisition date.
Below is a summary of the total operating revenues and earnings recognized on the properties acquired during the year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2016 |
Property Name |
|
Acquisition Date |
|
|
Operating Revenues |
|
Earnings(1)
|
Gunbarrel Road |
|
3/3/2016 |
|
|
$ |
1,316,960 |
|
|
$ |
(210,622 |
) |
Calaveras Avenue |
|
4/5/2016 |
|
|
570,615 |
|
|
(6,745 |
) |
Orange Avenue |
|
7/1/2016 |
|
|
145,587 |
|
|
31,442 |
|
Lithia Road |
|
8/11/2016 |
|
|
37,927 |
|
|
(16,741 |
) |
Baca County |
|
9/1/2016 |
|
|
127,911 |
|
|
122,687 |
|
Diego Ranch |
|
9/14/2016 |
|
|
186,328 |
|
|
141,404 |
|
Nevada Ranch |
|
9/14/2016 |
|
|
172,277 |
|
|
128,093 |
|
Central Avenue |
|
10/13/2016 |
|
|
70,773 |
|
|
(927 |
) |
Horse Creek |
|
12/28/2016 |
|
|
7,709 |
|
|
7,709 |
|
|
|
|
|
|
$ |
2,636,087 |
|
|
$ |
196,300 |
|
|
|
(1) |
In aggregate, includes $206,210 of non-recurring acquisition-related costs during the year ended December 31, 2016.
|
2015 New Real Estate Activity
During the year ended December 31, 2015, we acquired 11 new farms in eight separate transactions, which are summarized in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Property
Location
|
|
Acquisition
Date
|
|
Total
Acreage
|
|
No.
of
Farms
|
|
Primary
Crop(s)
|
|
Lease
Term
|
|
Renewal
Options
|
|
Total
Purchase
Price
|
|
Acquisition
Costs
|
|
Annualized
Straight-line
Rent(1)
|
|
Net Long-term
Debt Issued
|
Espinosa Road(2)
|
|
Salinas, CA |
|
1/5/2015 |
|
331 |
|
1 |
|
Strawberries |
|
1.8 years |
|
None |
|
$ |
16,905,500 |
|
|
$ |
89,885 |
|
(3) |
$ |
778,342 |
|
|
$ |
10,178,000 |
|
Parrish Road |
|
Duette, FL |
|
3/10/2015 |
|
419 |
|
1 |
|
Strawberries |
|
10.3 years |
|
2 (5 years) |
|
3,913,280 |
|
|
103,610 |
|
(3) |
251,832 |
|
|
2,374,680 |
|
Immokalee Exchange |
|
Immokalee, FL |
|
6/25/2015 |
|
2,678 |
|
2 |
|
Misc. Vegetables |
|
5.0 years |
|
2 (5 years) |
|
15,757,700 |
|
|
152,571 |
|
(3) |
960,104 |
|
|
9,360,000 |
|
Holt County |
|
Stuart, NE |
|
8/20/2015 |
|
1,276 |
|
1 |
|
Misc. Vegetables |
|
3.4 years |
|
None |
|
5,504,000 |
|
|
27,589 |
|
(3) |
289,815 |
|
|
3,301,000 |
|
Rock County |
|
Bassett, NE |
|
8/20/2015 |
|
1,283 |
|
1 |
|
Misc. Vegetables |
|
3.4 years |
|
None |
|
5,504,000 |
|
|
27,589 |
|
(3) |
289,815 |
|
|
3,301,000 |
|
Bear Mountain |
|
Arvin, CA |
|
9/3/2015 |
|
854 |
|
3 |
|
Almonds |
|
15.4 years |
|
1 (10 years) |
|
18,922,500 |
|
|
117,742 |
|
(4) |
828,608 |
|
|
21,138,196 |
|
Corbitt Road |
|
Immokalee, FL |
|
11/2/2015 |
|
691 |
|
1 |
|
Misc. Vegetables |
|
6.1 years |
|
1 (6 years) |
|
3,760,000 |
|
|
77,259 |
|
(4) |
226,938 |
|
|
3,760,000 |
|
Reagan Road |
|
Willcox, AZ |
|
12/22/2015 |
|
1,239 |
|
1 |
|
Corn |
|
10.0 years |
|
2 (5 years) |
|
5,700,000 |
|
|
44,871 |
|
(4) |
319,240 |
|
|
3,891,000 |
|
|
|
|
|
|
|
8,771 |
|
11 |
|
|
|
|
|
|
|
$ |
75,966,980 |
|
|
$ |
641,116 |
|
|
$ |
3,944,694 |
|
|
$ |
57,303,876 |
|
|
|
(1) |
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease. |
|
|
(2) |
In connection with this acquisition, our Adviser earned a finder’s fee of $320,905, which was fully credited back to us by our Adviser during the three months ended March 31, 2015. See Note 6, “Related- Party Transactions” for further discussion on this fee.
|
|
|
(3) |
Acquisition accounted for as a business combination under ASC 805. In aggregate, we incurred $11,825 of direct leasing costs in connection with these acquisitions.
|
|
|
(4) |
Acquisition accounted for as an asset acquisition under ASC 360. |
We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the year ended December 31, 2015, to be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Land and Land
Improvements
|
|
Buildings and
Improvements
|
|
Irrigation
System
|
|
In-place
Leases
|
|
Leasing
Costs
|
|
Tenant
Relationships
|
|
Above (Below)-
Market Leases & (Deferred Revenue)
|
|
Total
Purchase
Price
|
Espinosa Road |
|
$ |
15,852,466 |
|
|
$ |
84,478 |
|
|
$ |
497,401 |
|
|
$ |
246,472 |
|
|
$ |
43,895 |
|
|
$ |
180,788 |
|
|
$ |
— |
|
|
$ |
16,905,500 |
|
Parrish Road |
|
2,403,064 |
|
|
42,619 |
|
|
1,299,851 |
|
|
54,405 |
|
|
77,449 |
|
|
35,892 |
|
|
— |
|
|
3,913,280 |
|
Immokalee Exchange |
|
14,410,840 |
|
|
273,107 |
|
|
515,879 |
|
|
229,406 |
|
|
148,691 |
|
|
179,777 |
|
|
— |
|
|
15,757,700 |
|
Holt County |
|
4,690,369 |
|
|
56,253 |
|
|
729,884 |
|
|
— |
|
|
27,494 |
|
|
— |
|
|
— |
|
|
5,504,000 |
|
Rock County |
|
4,862,314 |
|
|
72,232 |
|
|
540,589 |
|
|
— |
|
|
28,865 |
|
|
— |
|
|
— |
|
|
5,504,000 |
|
Bear Mountain |
|
18,428,247 |
|
|
— |
|
|
494,253 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
18,922,500 |
|
Corbitt Road |
|
3,186,765 |
|
|
254,963 |
|
|
470,875 |
|
|
— |
|
|
— |
|
|
— |
|
|
(152,603 |
) |
|
3,760,000 |
|
Reagan Road |
|
4,207,040 |
|
|
18,366 |
|
|
1,474,594 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,700,000 |
|
|
|
$ |
68,041,105 |
|
|
$ |
802,018 |
|
|
$ |
6,023,326 |
|
|
$ |
530,283 |
|
|
$ |
326,394 |
|
|
$ |
396,457 |
|
|
$ |
(152,603 |
) |
|
$ |
75,966,980 |
|
Below is a summary of the total operating revenues and earnings recognized on the properties acquired during the year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
Property Name |
|
Acquisition Date |
|
Operating
Revenues
|
|
Earnings(1)
|
Espinosa Road |
|
1/5/2015 |
|
$ |
769,972 |
|
|
$ |
(33,169 |
) |
Parrish Road |
|
3/10/2015 |
|
203,341 |
|
|
(105,830 |
) |
Immokalee Exchange |
|
6/25/2015 |
|
480,052 |
|
|
40,504 |
|
Holt County |
|
8/20/2015 |
|
105,954 |
|
|
24,716 |
|
Rock County |
|
8/20/2015 |
|
105,954 |
|
|
19,153 |
|
Bear Mountain |
|
9/3/2015 |
|
271,599 |
|
|
249,958 |
|
Corbitt Road |
|
11/2/2015 |
|
29,970 |
|
|
(13,434 |
) |
Reagan Road |
|
12/22/2015 |
|
8,582 |
|
|
507 |
|
|
|
|
|
$ |
1,975,424 |
|
|
$ |
182,405 |
|
|
|
(1) |
In aggregate, includes $388,594 of non-recurring acquisition-related costs during the year ended December 31, 2015.
|
Acquired Intangibles and Liabilities
The following table shows the weighted-average amortization period, in years, for the intangible assets acquired and liabilities assumed in connection with the new properties acquired during the years ended December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
Weighted-Average
Amortization Period (in Years)
|
Intangible Assets and Liabilities |
|
2016 |
|
2015 |
In-place leases |
|
8.7 |
|
4.1 |
Leasing costs |
|
11.6 |
|
5.5 |
Tenant relationships |
|
0.0 |
|
9.5 |
Below-market lease and sale inducement values |
|
20.9 |
|
6.2 |
All intangible assets and liabilities |
|
14.2 |
|
6.2 |
Pro-Forma Information
During each of the years ended December 31, 2016 and 2015, we acquired six farms in transactions that qualified as business combinations. The following table reflects pro-forma consolidated financial information as if each farm was acquired on January 1 of the respective prior fiscal year. In addition, pro-forma earnings have been adjusted to assume that acquisition-related costs related to these farms were incurred at the beginning of the previous fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
2016 |
|
2015 |
|
|
(Unaudited) |
|
(Unaudited) |
Operating Data: |
|
|
|
|
Total operating revenue |
|
$ |
18,205,615 |
|
|
$ |
13,552,489 |
|
Net income (loss) attributable to the company |
|
900,749 |
|
|
(418,776 |
) |
Share and Per-share Data: |
|
|
|
|
Earnings (loss) per share of common stock – basic and diluted |
|
$ |
0.09 |
|
|
$ |
(0.05 |
) |
Weighted-average common shares outstanding – basic and diluted |
|
10,007,350 |
|
|
8,639,397 |
|
The pro-forma consolidated results are prepared for informational purposes only. They are not necessarily indicative of what our consolidated financial condition or results of operations actually would have been assuming the acquisitions had occurred at the beginning of the respective previous periods, nor do they purport to represent our consolidated financial position or results of operations for future periods.
Significant Existing Real Estate Activity
On February 1, 2016, we completed certain irrigation improvements on Sycamore Road to increase overall water availability at a total cost of $993,319. As stipulated in the lease agreement with our tenant, we will earn additional rent on the total cost commensurate with the annual yield on the farmland, which will result in additional straight-line rental income of $53,550 per year throughout the remaining lease term.
On February 8, 2016, we renewed the lease with the tenant occupying one of our McIntosh Road farms, which was set to expire on June 30, 2016. The lease was renewed for an additional three years, through June 30, 2019, with annualized, straight-line rental income of $63,000, representing a 17.9% increase over that of the previous lease.
On April 5, 2016, we reimbursed the tenant occupying Wauchula Road for $569,607 of costs incurred to construct certain irrigation improvements on the farm. As stipulated in the lease, as of April 1, 2016, we began earning an additional $92,634 of annualized, straight-line rental income on this farm throughout the remaining lease term.
On April 5, 2016, we reimbursed the tenant occupying Parrish Road for $500,000 of our portion of the costs incurred to construct certain irrigation improvements on the farm. As stipulated in the lease, as of April 1, 2016, we began earning an additional $139,073 of annualized, straight-line rental income on this farm throughout the remaining lease term. In addition, in connection with our acquisition of Parrish Road in March 2015, we committed to providing $745,000 as additional consideration and reimbursements of certain costs, contingent upon the approval by a local water management district of increases in certain water permits on the property. These water permits were approved on June 28, 2016, and we remitted $745,000 to the tenant, who was also the seller of the property, on June 30, 2016.
On July 5, 2016, we received payment of approximately $164,000 (including $4,000 of accrued interest) from the California Department of Transportation ("CalTrans") in connection with the settlement of the eminent domain lawsuit for 4.5 acres of nonfarmable land on Espinosa Road. Our cost basis of the 4.5 nonfarmable acres was approximately $156,000, which was previously included in Investments in real estate, net on our Condensed Consolidated Balance Sheet.
On July 15, 2016, we terminated the lease with the tenant occupying Colding Loop prior to its expiration, and, on August 5, 2016, we entered into a new lease with a new tenant to occupy the property. The new lease is scheduled to expire on August 4, 2017, and provides for minimum rental payments of $72,400 over its term. In connection with the early termination of the previous lease, we wrote off $84,600 of deferred rent asset balances to bad debt expense during the year ended December 31, 2016. In addition, during the year ended December 31, 2016, we expensed $8,635 of unamortized leasing costs associated with the previous lease.
On August 25, 2016, we renewed the lease with the tenant occupying Espinosa Road, which was originally set to expire on October 31, 2016. The lease was renewed for an additional four years, through October 31, 2020, with annualized, straight-line rental income of $997,017, representing a 28.1% increase over that of the previous lease. In connection with the renewal, we also assumed the responsibility for the property taxes on Espinosa Road, which were the tenant's responsibility under the old lease. Property taxes on Espinosa Road are approximately $144,000 for the property tax assessment year ending June 30, 2017.
Involuntary Conversions and Property and Casualty Recovery
In April 2014, two separate fires occurred on two of our properties, partially damaging a structure on each property. One occurred on 20th Avenue, destroying the majority of a residential house, and the other occurred on West Gonzales, damaging a portion of a cooling facility. During the year ended December 31, 2014, we wrote down the carrying values of these properties by an aggregate amount of $232,737, and, in accordance with ASC 605, “Revenue Recognition – Gains and Losses,” we also recorded a corresponding property and casualty loss. We recovered $495,700 of insurance proceeds during the year ended December 31, 2014, and, in accordance with ASC 450, “Contingencies,” we recorded these amounts as an offset to the property and casualty loss recorded earlier in the year, resulting in a net recovery. During the year ended December 31, 2015, we recovered an additional $97,232 of insurance proceeds, and such recovery is included in Property and casualty recovery, net on the accompanying Consolidated Statements of Operations.
Repairs have been completed on each of these properties. During the year ended December 31, 2015, we expended $35,648 in repairs and upgrades to the cooler as a result of the fire on West Gonzales, of which $25,682 was capitalized as a real estate addition, and $9,966 was recorded in repairs and maintenance expense, included in Property operating expense on the accompanying Consolidated Statements of Operations. Repairs on 20th Avenue were also completed during the year ended December 31, 2015, at no cost to us. During the year ended December 31, 2014, we expended $496,784 in repairs and upgrades to the cooler, of which $407,096 was capitalized as a real estate addition and $89,688 was recorded in repairs and maintenance expense.
Each of these insurance claims has been closed, and no further recoveries are expected for either of these fires.
Lease Expirations
The following unaudited table summarizes the future lease expirations by year for our properties as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
Number of Expiring Leases |
|
Expiring Leased Acreage |
|
% of Total Acreage |
|
Rental Revenue for the Year Ended December 31, 2016 |
|
% of Total Rental Revenue |
2017 |
|
|
11 |
(1) |
|
866 |
|
|
1.7 |
% |
|
$ |
2,296,025 |
|
|
13.3 |
% |
2018 |
|
|
4 |
|
|
2,710 |
|
|
5.4 |
% |
|
825,485 |
|
|
4.8 |
% |
2019 |
|
|
3 |
|
|
2,524 |
|
|
5.0 |
% |
|
419,740 |
|
|
2.4 |
% |
2020 |
|
|
9 |
|
|
28,200 |
|
|
55.7 |
% |
|
5,247,810 |
|
|
30.3 |
% |
2021 |
|
|
4 |
|
|
6,954 |
|
|
13.7 |
% |
|
1,606,592 |
|
|
9.3 |
% |
2022 |
|
|
1 |
|
|
145 |
|
|
0.3 |
% |
|
315,896 |
|
|
1.8 |
% |
Thereafter |
|
|
15 |
|
|
9,193 |
|
|
18.2 |
% |
|
6,593,921 |
|
|
38.1 |
% |
Totals |
|
47 |
|
|
50,592 |
|
|
100.0 |
% |
|
$ |
17,305,469 |
|
|
100.0 |
% |
|
|
(1) |
Includes a surface area lease on a portion of one property leased to an oil company that is renewed on a year-to-year basis, for which we recorded $32,109 of rental revenue during the year ended December 31, 2016.
|
Future Lease Payments
Future operating lease payments from tenants under all non-cancelable leases, excluding tenant reimbursement of expenses, for each of the five succeeding fiscal years and thereafter as of December 31, 2016, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Tenant Lease |
Period |
|
Payments |
For the fiscal years ending December 31: |
|
2017 |
|
$ |
16,356,193 |
|
|
|
2018 |
|
17,404,173 |
|
|
|
2019 |
|
16,911,432 |
|
|
|
2020 |
|
14,679,754 |
|
|
|
2021 |
|
9,067,911 |
|
|
|
Thereafter |
|
46,168,102 |
|
|
|
|
|
$ |
120,587,565 |
|
Portfolio Diversification and Concentrations
Diversification
The following unaudited table summarizes the geographic locations, by state, of our properties with leases in place as of December 31, 2016 and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and For the Year Ended December 31, 2016 |
|
As of and For the Year Ended December 31, 2015 |
State |
|
Number of Farms |
|
Total Acres |
|
% of Total Acres |
|
Rental Revenue |
|
% of Total Rental Revenue |
|
Number of Farms |
|
Total Acres |
|
% of Total Acres |
|
Rental Revenue |
|
% of Total Rental Revenue |
California |
|
22 |
|
|
6,713 |
|
|
13.3 |
% |
|
$ |
9,829,177 |
|
|
56.8 |
% |
|
18 |
|
|
3,576 |
|
|
21.3 |
% |
|
$ |
7,754,945 |
|
|
65.2 |
% |
Florida |
|
15 |
|
|
5,567 |
|
|
11.0 |
% |
|
3,293,475 |
|
|
19.0 |
% |
|
13 |
|
|
5,092 |
|
|
30.3 |
% |
|
2,166,660 |
|
|
18.2 |
% |
Colorado |
|
9 |
|
|
30,170 |
|
|
59.6 |
% |
|
1,452,581 |
|
|
8.4 |
% |
|
— |
|
|
— |
|
|
— |
% |
|
— |
|
|
— |
% |
Oregon |
|
4 |
|
|
2,313 |
|
|
4.6 |
% |
|
1,171,887 |
|
|
6.8 |
% |
|
4 |
|
|
2,313 |
|
|
13.8 |
% |
|
1,168,725 |
|
|
9.8 |
% |
Arizona |
|
2 |
|
|
3,000 |
|
|
5.9 |
% |
|
729,232 |
|
|
4.2 |
% |
|
2 |
|
|
3,000 |
|
|
17.8 |
% |
|
338,446 |
|
|
2.9 |
% |
Nebraska |
|
2 |
|
|
2,559 |
|
|
5.1 |
% |
|
579,630 |
|
|
3.4 |
% |
|
2 |
|
|
2,559 |
|
|
15.2 |
% |
|
211,908 |
|
|
1.8 |
% |
Michigan |
|
4 |
|
|
270 |
|
|
0.5 |
% |
|
249,487 |
|
|
1.4 |
% |
|
4 |
|
|
270 |
|
|
1.6 |
% |
|
247,407 |
|
|
2.1 |
% |
|
|
58 |
|
|
50,592 |
|
|
100.0 |
% |
|
$ |
17,305,469 |
|
|
100.0 |
% |
|
43 |
|
|
16,810 |
|
|
100.0 |
% |
|
$ |
11,888,091 |
|
|
100.0 |
% |
Concentrations
Credit Risk
As of December 31, 2016, our farms are leased to 40 different, third-party tenants, with certain tenants leasing more than one farm. Dole Food Company (“Dole”) leases two of our farms, and aggregate rental revenue attributable to Dole accounted for approximately $3.0 million, or 17.1%, of the total rental revenue recorded during the year ended December 31, 2016. If Dole fails to make rental payments or elects to terminate its leases and the properties cannot be re-leased on satisfactory terms, there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant accounted for greater than 10.0% of the total rental revenue recorded during the year ended December 31, 2016.
Geographic Risk
22 of our 58 farms owned as of December 31, 2016, are located in California, and 15 farms are located in Florida. As of December 31, 2016, our farmland in California accounted for 6,713 acres, or 13.3% of the total acreage we owned. Furthermore, these farms accounted for approximately $9.8 million, or 56.8%, of the total rental revenue recorded during the year ended December 31, 2016. However, these farms are spread across three of the many different growing regions within California. As of December 31, 2016, our farmland in Florida accounted for 5,567 acres, or 11.0% of the total acreage we owned, and these farms accounted for approximately $3.3 million, or 19.0%, of the total rental revenue recorded during the year ended December 31, 2016. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster occur where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. No other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2016.
|